Common use of Resolution Process Clause in Contracts

Resolution Process. All disputes between the parties arising out of this Agreement shall be resolved as follows: a) The Alberni Valley Community Forest Corporation Board Chair, or his designate, and the Contractor shall first attempt in good faith to resolve any dispute within 30 days (“Discussion Period”) of written request by either party; b) Failing such dispute being fully and finally resolved as per 10.1 herein, i. Either party may, within a further 14 days after the expiry of the Discussion Period, by written notification delivered to the other party (the “Mediation Notice”), require that such dispute be referred to non-binding mediation (the “Mediation”); ii. The Mediation shall be completed within 30 days of the date of delivery of the Mediation Notice, or such greater time period as agreed to between the parties (the “Mediation Period”); iii. The Mediator shall be as agreed to between the parties within seven (7) days of the receipt of the Mediation Notice. If the parties are unable to agree on a Mediator, then both parties shall forthwith submit their nominee for Mediator to the last auditor for the Corporation, and the auditor shall draw the name of such Mediator randomly. iv. The venue for the Mediation (the “Venue”) shall be at such location as agreed to between the parties within seven (7) days of the receipt of the Mediation Notice. If the parties are unable to agree to a Venue, then both parties shall submit their choice of a neutral Venue to the last auditor for the Corporation, or if no auditory has been appointed, then the last external accountant for the Corporation, and such person shall draw such Venue randomly; and v. The costs of the Mediator and the Venue shall be borne equally between the parties, unless otherwise agreed to in writing. c) Failing such dispute being fully and finally resolved as per 10.1b) herein, within 10 days following the expiration of: i. the said 14 day period set out in 10.1b) herein, ii. the conclusion of the Mediation, or iii. the conclusion of the Mediation Period, whichever is later, either party may refer the matter to arbitration by delivering notice of such to the other party (the “Arbitration Notice”). Such arbitration shall be by a single arbiter (the “Arbitrator”) and shall be governed by the terms of the Commercial Arbitration Act (RSBC 1996, ch. 55), and such arbitration shall be final and binding upon the parties. The parties agree that upon service of an Arbitration Notice, the parties will be bound to resolve such dispute through arbitration, unless both parties agree in writing to withdraw the Arbitration Notice.

Resolution Process. All disputes between the parties arising out of this Agreement shall be resolved as follows: a) The Alberni Valley Community Forest Corporation Board Chair, or his designate, Buyer and the Contractor shall first attempt S▇▇▇▇▇▇ will negotiate in good faith to resolve any dispute all disagreements properly identified by Sellers pursuant to Section 1.3(c) within 30 thirty (30) days after delivery to Buyer of written notice of such disagreements (the “Discussion Resolution Period”). If Buyer and Sellers do not resolve all disagreements properly identified by Sellers pursuant to Section 1.3(c) before the end of written request the Resolution Period, then such disagreements shall be submitted for final and binding resolution to an Accounting Firm to resolve such disagreements (the “Accounting Expert”). The Accounting Expert shall be C▇▇▇▇▇ C▇▇▇▇▇▇▇▇, or, if such firm is unwilling or unable to serve, an Accounting Firm selected by either party; bmutual agreement of Buyer and Sellers; provided, however, that (i) Failing such dispute being fully and finally resolved as per 10.1 herein, i. Either party mayif, within a further 14 fifteen (15) days after the expiry end of the Discussion Resolution Period, by written notification delivered to the other party (the “Mediation Notice”), require that such dispute be referred to non-binding mediation (the “Mediation”); ii. The Mediation shall be completed within 30 days of the date of delivery of the Mediation Notice, or such greater time period as agreed to between the parties (the “Mediation Period”); iii. The Mediator shall be as agreed to between the parties within seven (7) days of the receipt of the Mediation Notice. If the parties are unable to agree on a Mediatoran Accounting Firm to act as the Accounting Expert, then both parties each party shall forthwith submit their nominee for Mediator select an Accounting Firm and such firms together shall select the Accounting Firm to act as the Accounting Expert, and (ii) if any party does not select an Accounting Firm within ten (10) days of written demand therefor by the other party, then the Accounting Firm selected by the other party shall act as the Accounting Expert. Buyer and Sellers shall be permitted to present a supporting brief to the last auditor for Accounting Expert (which supporting brief shall also be concurrently provided to the Corporation, and the auditor shall draw the name of such Mediator randomly. iv. The venue for the Mediation other party) within ten (the “Venue”) shall be at such location as agreed to between the parties within seven (710) days of the appointment of the Accounting Expert. Within five (5) days of receipt of a supporting brief, the Mediation Notice. If the parties are unable to agree to receiving party may present a Venue, then both parties shall submit their choice of a neutral Venue responsive brief to the last auditor for Accounting Expert (which responsive brief shall also be concurrently provided to the Corporationother party). Each presenting party may make presentation to the Accounting Expert by videoconference (in which case, or if no auditory has been appointed, then such presenting party shall notify the last external accountant for the Corporationother party of such presentation, and the other party shall have the right to join such person shall draw such Venue randomly; and v. The costs videoconference) within twenty (20) days of the Mediator and appointment of the Venue shall be borne equally between Accounting Expert. The Accounting Expert may request additional documentation or information from any of the parties, unless otherwise agreed and, to in writing. c) Failing the extent such dispute being fully and finally resolved as per 10.1b) hereindocumentation or information is available, within 10 days following the expiration of: i. party or parties shall use commercially reasonable efforts to provide such documentation or information to the said 14 day period set out in 10.1b) herein, ii. the conclusion of the Mediation, or iii. the conclusion of the Mediation Period, whichever is later, either party may refer the matter to arbitration by delivering notice of such Accounting Expert (which documentation or information shall also be concurrently provided to the other party (the “Arbitration Notice”party). Such arbitration The Accounting Expert shall be only consider the briefs and presentations of the parties and any requested documentation or information provided by a single arbiter (the “Arbitrator”) parties, shall not conduct any independent review, and shall act solely as an expert and not an arbitrator in determining those items and amounts disputed by the parties. The Accounting Expert must resolve the matter in accordance with the terms and provisions of this Agreement and shall make whatever determination of each disputed item that it deems to be governed by the most consistent with the terms of this Agreement; provided, that no such determination as to any item will be more favorable to Buyer than that proposed by Buyer or more favorable to Sellers than that proposed by Sellers; provided, further, that the Commercial Arbitration Act Accounting Expert shall have no authority to resolve any dispute regarding the interpretation of any provision of this Agreement or whether Buyer has breached any covenant contained herein, it being understood and agreed that any such dispute shall be resolved solely as provided in Section 7.10. The Accounting Expert shall deliver to Buyer and Sellers, as promptly as practicable and in any event within ninety (RSBC 199690) days after its appointment, cha written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. 55), and such arbitration The determination of the Accounting Expert shall be final and binding upon binding. All fees of the partiesAccounting Expert shall be allocated between Buyer and Sellers such that the amount paid by Sellers bears the same proportion that the aggregate dollar amount unsuccessfully disputed by Sellers bears to the total dollar amount of the disputed items that were submitted for resolution to the Accounting Expert, and Buyer shall pay the balance. The parties agree that upon service For purposes of an Arbitration Noticeillustration only, if the parties will amount at issue is disputed to be bound $1,000 by Sellers and $900 by B▇▇▇▇ and is determined by the Accounting Expert to resolve such dispute through arbitrationbe $960, unless both parties agree then Sellers would bear, in writing to withdraw accordance with their Pro Rata Shares, forty percent (40%) of the Arbitration Noticefees of the Accounting Expert and Buyer would bear sixty percent (60%) because the amount disputed was $100 and the amount unsuccessfully disputed by Sellers was $40.